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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $ 0.01 | 03/29/2010 | J(4) | 0 (4) | 04/01/2009 | 01/07/2014 | Voting Common Stock | 21,250,000 | (4) | 0 | D (5) (6) | ||||
| Warrants | $ 10 | 03/29/2010 | J(4) | 0 (4) | 01/07/2008 | 01/06/2018 | Voting Common Stock | 9,144,038 | (4) | 0 | D (5) (6) | ||||
| Warrants | $ 0.01 | 03/29/2010 | J(4) | 0 (4) | 01/07/2009 | 01/07/2014 | Voting Common Stock | 7,500,000 | (4) | 0 | D (5) (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE, REDMOND'S HIL DUBLIN, L2 00000 |
X | Director, Chairman and CEO | ||
| HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | |||
| HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | Form filed by More than One Re | ||
| HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | Director, Chairman and CEO | ||
| HARBINGER HOLDINGS, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | |||
| FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, BY: HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC | 03/31/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC | 03/31/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., BY: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, BY: HARBINGER HOLDINGS LLC | 03/31/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, BY: HARBINGER HOLDINGS, LLC | 03/31/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falacone, Managing Member, HARBINGER HOLDINGS, LLC | 03/31/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone/ PHILIP FALCONE | 03/31/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the effectiveness of a merger which was consummated on March 29, 2010, in which Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Capital Partner's Special Situations Fund, L.P. (the "Special Fund"), together with Sol Private Corp., an indirect wholly-owned subsidiary of the Master Fund and the Special Fund (the "Merger Sub"), acquired the Issuer through a merger of the Merger Sub with and into the Issuer (the "Merger"), all shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") not previously held by the Master Fund and Special Fund were converted into a right to receive $5.00 in cash, subsequently cancelled and ceased to exist. |
| (2) | Pursuant to the Merger, all shares of the Issuer's Non-Voting Common Stock, par value $0.01 per share ("Non-Voting Common Stock") not previously held by the Master Fund and Special Fund were converted into a right to receive $5.00 in cash, subsequently cancelled and ceased to exist. |
| (3) | Pursuant to the Merger, the Common Stock and Non-Voting Common Stock, including Common Stock and Non-Voting Common Stock held in escrow prior to the Merger, previously held by the Master Fund and Special Fund and deemed to be indirectly beneficially owned by (i) Harbinger Capital Partners LLC ("Harbinger LLC") which serves as the investment manager and investment advisor to the Master Fund; (ii) Harbinger Capital Partners Special Situations GP, LLC ("HCPSS") which serves as the general partner to the Special Fund; (iii) Harbinger Holdings LLC ("Harbinger Holdings") which serves as the manager to Harbinger LLC and the managing member of HCPSS; and (iv) Philip Falcone ("Mr. Falcone") who serves as the managing member of Harbinger Holdings and the portfolio manager of the Master Fund and Special Fund, was cancelled and ceased to exist. |
| (4) | Pursuant to the Merger, all warrants exercisable into either the Issuer's Common Stock and Non-Voting Common Stock previously held by the Master Fund and Special Fund were cancelled and ceased to exist. |
| (5) | Based upon information provided by the Issuer in its recently-filed quarterly report on Form 10-K, there were 49,062,853 Common Stock, which included 1,603,960 shares of restricted stock held by certain officers and directors of the Issuer, and 59,958,499 Non-Voting Common Stock outstanding as of February 22, 2010. |
| (6) | Pursuant to the Merger, in which the outstanding Common Stock and Non-Voting Common Stock of the Issuer was cancelled, the Reporting Persons are no longer deemed to be a beneficial owner of any Common Stock and Non-Voting Common Stock for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). |